SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
ANNUAL REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
For the fiscal year ended December 31, 1998
Stylex Homes, Inc.
(Exact name of registrant as specified in its charter)
New York 0-5388 16-0961436
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3035 Main Street, Voorhees, N.J. 08043
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (215) 388-0323
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock ($.10
par value per share)
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes _X_ No ___
As of December 31, 1998, 2,008,151 shares of common stock were outstanding and
the aggregate market value of the common stock of the Registrant held by
non-affiliates was approximately $0.00.
Documents incorporated by reference: None
This Form 10-K consists of 13 pages.
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INTRODUCTORY NOTE
The Registrant last filed an Annual Report on Form 10-K pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934("Exchange Act"), for the fiscal
years ended December 31, 1989, 1990, and 1991. Prior to those Form 10-K Reports,
the Registrant filled Quarterly Reports on Form 10-K dated September 2, 1992,
September 2, 1992, and December 7, 1992.
The financial information contained herein is dated as of December 31, 1998.
PART I
Item 1. Business.
Prior to August 28, 1978, the principal business of the Registrant was the
manufacture of modular, single family dwellings, which were offered through
exclusive and non-exclusive dealers throughout New York State, as well as in
portions of New England, Pennsylvania, Ohio and West Virginia. On August 28,
1978, the Registrant filed a Petition for Reorganization under Chapter 11 of the
Bankruptcy Act with the United States District Court for the Western District of
New York. Subsequent to such date, the Registrant operated as a
Debtor-in-Possession in an attempt to reorganize its business. The Registrant's
re-organizational efforts were unsuccessful and in May and June of 1980, a Plan
of Arrangement ("Plan") was authorized by the Registrant's creditors allowing
for the sale of its raw materials and equipment. Distribution to the
Registrant's creditors pursuant to the Plan was completed, a discharge was
entered, and the Registrant's estate closed on October 6, 1982.
Since October 6, 1982, the Registrant has not engaged in any active business. As
reported on Page 2 of the Registrant's report on Form 8-K dated August 26, 1986,
Messrs. John W. Bylsma and Jerry Cole (the "Purchasers"), pursuant to the terms
of a Stock Purchase Agreement dated July 31, 1986, among Albert M. Zlotnick and
the Purchasers, each acquired 475,000 shares of the Registrant's outstanding
common stock, par value at $.10 per share, being all of the common stock of the
Registrant owned by Mr. Zlotnick and representing approximately 51.2% of the
total issued and outstanding stock of the Registrant. As a result of such
acquisition, a change in control of the Registrant occurred. In September, 1986,
Registrant sold 100,000 shares for an aggregate purchase price of $7,500 to
Lyndon Al Keele who subsequently became a director of Registrant.
Effective December 3, 1992, the Registrant ostensibly merged with TOCLS
Acquisition Corp., a wholly owned subsidiary of Stylex Homes, Inc. (Stylex), a
New York publicly traded shall corporation that had 200,000 publicly traded
common shares as of merger date. Common Shareholders of the Registrant received
non registered shares of Stylex common stock on a one to one basis. As a result,
following the purported merger, the Registrant's common shareholders owned/were
to own approximately 97% of the outstanding shares. For financial accounting
purposes, the merger was treated a recapitalization of the Registrant with the
Registrant as the acquirer (reverse acquisition).
On October 29, 1993, the Registrant was notified by a shareholder/director that
the December 3, 1992 merger was in violation of Section 801 of the New York
Business Corporation Law and the merger was null and void. An Order and Judgment
dated December 12, 1994 issued by the Supreme Court of the State of New York
declared the merger null and void. The consolidated financial statements for
1992 have been restated to show the change. The 5,474,875 shares which were
issued in the merger were subsequently canceled.
On December 31, 1992, the Registrant was not engaged in any business activity,
and since that date such status remains unchanged. The directors of the
Registrant have been evaluating operating businesses on behalf of the Registrant
for possible acquisition by the Registrant since the dates upon which they
became directors of the Registrant. There can be no assurance that management
will be able to consummate an acquisition or merger on behalf of the Registrant.
Item 2. Properties
The Registrant owns no property or assets other than those reflected in the
financial statements of the Registrant set forth in Part IV of this Annual
Report. The executive offices of the Registrant are located at 3035 Main Street,
Voorhees, NJ 08043.
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Item 3. Legal Proceedings
There are no material legal proceedings or investigations pending or threatened
to which the Registrant or any of its subsidiaries is a party or of which any of
the property is the subject.
Item 4. Submission of Matters to a Vote of Security Holders
None.
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
Registrant's common stock has not traded in the over the counter market since
December 1990.
As of December 31, 1998, 2,008,151 shares of the Registrant's common stock were
outstanding and there were approximately 1,173 holders of record of its common
stock. The Registrant has not declared any cash dividends over the past three
fiscal years.
Item 6. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The Registrant has been an inactive company since 1980.
Item 7. Financial Statements and Supplementary Data
Financial statements of the Registrant are set forth in Part IV of this Annual
Report.
Item 8. Changes in Disagreements with Accountants on Accounting and Financial
Disclosure
Not applicable.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons; Compliance
with Section 16(a) of the Exchange Act, of the Registrant
The one person listed below has been elected to serve as a director until the
next annual meeting of the Registrant's stockholders, or until his successors
have been duly elected and qualified:
Position Held with Registrant and Business
Name Age Experience During the Last Five Years
- ---- --- -------------------------------------
Jerry Cole 58 Secretary and Director of Registrant (Since August
25, 1986); Independent sales representative for
various furniture manufacturers (Since 1965)
During the last five years, Mr. Cole has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in or subjecting any of them to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state security laws or finding any violation
with respect to such laws. Furthermore, during the past five years, Mr. Cole has
not had a petition under the Federal Bankruptcy laws or any state insolvency law
filed by or against him, nor has a receiver, fiscal agent or similar officer
been appointed by a court for the business or property, or any partnership in
which any such individual was a general partner at or within two years before
the time of such filings, or any corporate or business association of which any
such individual was an executive officer at or within two years before the time
of such filing.
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Compliance with Section 16(a) of the Exchange Act
Under the securities laws of the United States, the Company's directors, its
executive officers and any persons holding more than ten percent of the
Company's Common Stock are required to report their initial ownership of the
Company's Common Stock and any subsequent changes in that ownership to the
Securities and Exchange Commission. Specific due dates for these reports have
been established and the Company is required to disclose any failure to file by
these dates during fiscal 1992.
All of the filing requirements were satisfied on a timely basis in fiscal 1992.
Item 10. Executive Compensation
As of December 31, 1998, none of the Registrant's present executive officers
have been compensated for services rendered in such capacity.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following table sets forth, as of December 31, 1997 the total common stock
ownership of the Registrant by each director and by all directors and officers
as a group. Each named individual and all members of the group exercise sole
voting and investment power:
Name and Address of Number of Shares Percent
Beneficial Owner Beneficially Owned of Class
- ---------------- ------------------ --------
Jerry Cole 400,000 24.2%
7 Normandy Drive
Greenville Meadows
Chadds Ford, PA 19317
All Officers and Directors 400,000 24.2%
as a Group (1 person)
Item 12. Certain Relationships and Related Transactions
Not applicable.
PART IV
Item 13. Exhibits, Financial Statement Schedules, and Reports on Form 8-K
(a) The following documents are filed as part of this Report (See pages 7
through 13):
Consolidated Balance Sheets - December 31, 1998.
Consolidated Statements of Operation and accumulated deficit - Fiscal year ended
December 31, 1998.
Consolidated Statement of Changes in Financial Position - Fiscal year ended
December 31, 1998.
Notes to Consolidated Financial Statements.
(a)(2) The following Financial Statement Schedules are filed as a part of this
Report:
Schedules for which provision is made in the applicable accounting regulations
of the Securities and Exchange Commission are not required under the related
instructions or are inapplicable, and therefore, have been omitted.
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(a) Exhibits: (The following exhibits were filed as exhibits to the Company's
Form 10K for fiscal 1987 and are hereby incorporated by reference in accordance
with Rules 12b-23 and 12b-32.
Number Description
------ -----------
3 (A) Articles of Incorporation
(B) Bylaws
22 Subsidiaries of Registrant
(b) Reports on Form 8-K: There were no reports on Form 8-K filed during the last
quarter of the period covered by this report.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
Dated: January 29, 1999 STYLEX HOMES, INC.
/S/ Jerry Cole
--------------
Jerry Cole
President and Director
(Principal Executive and Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Signature Capacity Date
- --------- -------- ----
/S/ Jerry Cole Director January 29, 1999
- -------------------------
Jerry Cole
6
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STYLEX HOMES, INC. AND SUBSIDIARY
(A New York Corporation)
(A Development Stage Company)
FINANCIAL STATEMENTS
December 31, 1998
BRAD B. HAYNES
Certified Public Accountant
<PAGE>
STYLEX HOMES, INC. AND SUBSIDIARY
(A New York Corporation)
(A Development Stage Company)
TABLE OF CONTENTS
December 31, 1998
Page
Accountant's Compilation Report 1
Consolidated Balance Sheet 2
Statement of Consolidated Income and Retained Earnings (Deficit) 3
Consolidated Statement of Cash Flows 4
Notes to Consolidated Financial Statements 5
BRAD B. HAYNES
Certified Public Accountant
<PAGE>
[LETTERHEAD OF CERTIFIED PUBLIC ACCOUNTANT]
ACCOUNTANT'S COMPILATION REPORT
The Stockholders and Board of Directors
Stylex Homes, Inc. And Subsidiary
I have complied the accompanying balance sheet of Stylex Homes, Inc. (a New York
Corporation and a Development Stage Company) and its subsidiary as of December
31, 1998 and the related statement of income and retained earnings (Deficit) and
cash flows for the year then ended, in accordance with Statements on Standards
for Accounting and Review Services issued by the American Institute of Certified
Public Accountants.
A compilation is limited to presenting in the form of financial statements
information that is the representation of management. I have not audited or
reviewed the accompanying financial statements and, accordingly, do not express
an opinion or any other form of assurance on them.
Brad B. Haynes
BBH/di
/S/BRAD B. HAYNES
- -----------------
January 28, 1999
1
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STYLEX HOMES, INC. AND SUBSIDIARY
(A New York Corporation)
(A Development Stage Company)
CONSOLIDATED BALANCE SHEET
December 31, 1998
ASSETS
OTHER ASSETS
Investment at equity 233
===
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Liabilities -0-
STOCKHOLDERS' EQUITY
Capital Stock, authorized; 100,000,000
common shares at .001 par value,
2,008,151 shares at .001 par value 209
Additional Paid in Capital 1,830,810
Retained earnings (Deficit) (1,751,711)
Subtotal 79,308
Less: Treasury stock, 31,600 shares, at cost (79,075)
------
Total Stockholders' Equity 233
---
TOTAL LIABILITIES AND 233
===
STOCKHOLDERS' EQUITY
See accountant's compilation report and accompanying notes
BRAD B. HAYNES
Certified Public Accountant
2
<PAGE>
STYLEX HOMES, INC. AND SUBSIDIARY
(A New York Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS (Deficit)
For the Year Ended December 31, 1998
Revenue -0-
Expenses -0-
Net Income (loss) -0-
Retained Earnings (Deficit) - beginning (1,751,713)
----------
Retained Earnings (Deficit) - ending (1,751,713)
==========
See accountant's compilation report and accompanying notes
BRAD B. HAYNES
Certified Public Accountant
3
<PAGE>
STYLEX HOMES, INC. AND SUBSIDIARY
(A New York Corporation)
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
For the Year Ended December 31, 1998
Cash Flows from Operating Activities
Net Income -0-
Net Cash Provided (Used) by Operating Activities -0-
Cash Flows from Financing Activities -0-
Cash Flows from Investing Activities -0-
---
Net Cash Provided (Used) by All Activities -0-
Cash - January 1, 1998 -0-
---
Cash - December 31, 1998 -0-
===
See accountant's compilation and accompanying notes
BRAD B. HAYNES
Certified Public Accountant
4
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STYLEX HOMES, INC. AND SUBSIDIARY
(A New York Corporation)
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Year Ended December 31, 1998
ORGANIZATION
Stylex Home, Inc. (a New York Corporation and a Development Stage Company)
incorporated June 10, 1966, was engaged in the business of manufacturing modular
single family dwellings, which were offered through exclusive and non-exclusive
dealers throughout New York State, as well as in portions of New England,
Pennsylvania, Ohio, and West Virginia. On August 28, 1978, the Company filed a
Petition for Reorganization under Chapter 11 of the Bankruptcy Act with the
United States District Court for the Western District of New York. Subsequent to
such date, the Company operated as a Debtor-in-Possession in an attempt to
reorganize its business. The Company's reorganizational efforts were
unsuccessful and in May and June of 1980, a Plan of Arrangement ("Plan") was
authorized by the Company's creditors allowing for the sale of its raw materials
and equipment. Distribution to the Company's creditors pursuant to the Plan was
completed, a discharge was entered, and the Company's estate closed on October
6, 1982. Since October 6, 1982, the Company has not engaged in any active
business.
REVENUE
The Company recognized income by virtue of the forgiveness of debt by the
officers and the reversal of accruals. There was no subsidiary income.
STOCKHOLDERS' EQUITY
Effective October 30, 1992, a reverse split reduced the number of shares from
98,000,000 to 2,008,151.
See accountant's compilation report
BRAD B. HAYNES
Certified Public Accountant
5
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